Terms of Service
Deepflare sp. z o.o.
1. Definitions
1.1 "Agreement" means these Terms of Service, together with all Order Forms, the Data Processing Agreement, and any other documents expressly incorporated by reference.
1.2 "Account" means the Customer's registered account on the Platform, including all associated credentials, configurations, and access permissions.
1.3 "Authorized User" means any individual who is authorized by Customer to access and use the Platform under Customer's Account, subject to the usage limitations specified in the applicable Order Form.
1.4 "Confidential Information" means all non-public information disclosed by one Party to the other in connection with this Agreement, whether in written, oral, electronic, or other form, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes, without limitation, business plans, technical data, product designs, trade secrets, know-how, Customer Data, Generated Outputs, pricing terms, and the terms of this Agreement.
1.5 "Customer" (also "you" or "your") means the legal entity that enters into this Agreement with DeepFlare by executing an Order Form or otherwise accepting these Terms.
1.6 "Customer Data" means all data, information, sequences, structures, annotations, parameters, metadata, and other materials uploaded, submitted, or otherwise provided by Customer or its Authorized Users to the Platform, including without limitation protein sequences, structural data, experimental parameters, project configurations, and any other inputs.
1.7 "DeepFlare" (also "we", "us", or "our") means DeepFlare sp. z o.o., a limited liability company incorporated under the laws of the Republic of Poland, registered in the National Court Register (KRS) under number 846289.
1.8 "Documentation" means the technical documentation, user guides, API references, and other instructional materials made available by DeepFlare in connection with the Platform, as updated from time to time.
1.9 "Generated Outputs" means all results, predictions, designs, sequences, structures, scores, metrics, visualizations, reports, and other outputs produced by the Platform through the processing of Customer Data, including but not limited to computationally designed protein sequences, predicted protein structures, stability assessments, solubility predictions, immunogenicity analyses, and any derivative structural or functional data.
1.10 "Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, database rights, rights in designs, know-how, and all other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
1.11 "Order Form" means the ordering document executed by the Parties that specifies the Services to be provided, the applicable Subscription Term, fees, usage limitations, and any additional terms specific to Customer's use of the Platform.
1.12 "Party" means either DeepFlare or Customer, and "Parties" means both collectively.
1.13 "Platform" means the DeepFlare proprietary cloud-based bioinformatics platform, including all software, infrastructure, computational pipelines, application programming interfaces, user interfaces, and related systems operated by DeepFlare for the provision of Services.
1.14 "Services" means the computational protein design, analysis, and bioinformatics services provided by DeepFlare through the Platform, as described in Section 3 and further specified in the applicable Order Form.
1.15 "Subscription Term" means the period during which Customer is entitled to access and use the Services, as specified in the applicable Order Form.
1.16 "Usage Data" means aggregated, anonymized, and de-identified data derived from the operation of the Platform that does not identify Customer or any Authorized User and cannot be used to reconstruct Customer Data or Generated Outputs. Usage Data is limited to system performance metrics, resource utilization statistics, error rates, and similar operational telemetry.
2. Account Registration and Eligibility
2.1 Eligibility. The Platform is available exclusively to legal entities engaged in legitimate research, pharmaceutical development, biotechnology, or related life sciences activities. The Platform is not available to individual consumers or for personal use. By entering into this Agreement, Customer represents and warrants that it is a duly organized legal entity with the authority to enter into binding agreements.
2.2 Authorized Representatives. Customer's Account must be established by an individual who is duly authorized to bind Customer to this Agreement. Customer shall designate at least one Account administrator who will be responsible for managing access credentials and Authorized Users.
2.3 Account Security. Customer is responsible for maintaining the confidentiality of all Account credentials and for all activities that occur under its Account. Customer shall promptly notify DeepFlare of any unauthorized access to or use of its Account. DeepFlare shall not be liable for any loss or damage arising from Customer's failure to maintain the security of its Account credentials.
2.4 Authorized Users. Customer may provision access for Authorized Users up to the limits specified in the applicable Order Form. Customer is responsible for ensuring that all Authorized Users comply with this Agreement and shall be liable for any breach of this Agreement by its Authorized Users.
2.5 Accuracy of Information. Customer shall provide accurate and complete registration information and shall promptly update such information to maintain its accuracy throughout the Subscription Term.
3. Service Description
3.1 Platform Services. DeepFlare provides a cloud-based computational protein engineering platform that enables Customers to design, analyze, and optimize proteins for therapeutic and vaccine development applications. The Services include, but are not limited to:
(a) Protein Backbone Generation — computational generation of novel protein backbone structures using generative models;
(b) Sequence Design — prediction and optimization of amino acid sequences for target protein structures;
(c) Structure Prediction — computational prediction of three-dimensional protein structures from amino acid sequences;
(d) Property Prediction — assessment of protein properties including stability, solubility, toxicity, thermostability, and other biophysical and biochemical characteristics;
(e) Metrics Computation — calculation of structural and sequence quality metrics, alignment scores, and confidence assessments;
(f) Project Management — organizational tools for managing protein design projects, constructs, and experimental workflows.
3.2 Computational Infrastructure. Services are delivered through cloud-based infrastructure utilizing GPU-accelerated compute resources. Specific computational resources allocated to Customer are described in the applicable Order Form.
3.3 No Guarantee of Experimental Outcomes. The Platform provides computational predictions and designs. DeepFlare does not guarantee that computationally generated outputs will achieve desired experimental results when synthesized or expressed in laboratory settings. Customers are solely responsible for all experimental validation and regulatory compliance related to any use of Generated Outputs.
3.4 Modifications to Services. DeepFlare may modify, update, or enhance the Services from time to time. DeepFlare shall provide reasonable advance notice of any material changes that would adversely affect Customer's use of the Services. DeepFlare shall not materially diminish the core functionality of the Services during an active Subscription Term without Customer's written consent.
4. Customer Data Ownership and Generated Outputs
4.1 Customer Retains All Rights to Customer Data. As between the Parties, Customer retains all right, title, and interest, including all Intellectual Property Rights, in and to all Customer Data. Nothing in this Agreement shall be construed as transferring any ownership rights in Customer Data from Customer to DeepFlare.
4.2 Customer Owns All Generated Outputs. As between the Parties, Customer shall own all right, title, and interest, including all Intellectual Property Rights, in and to all Generated Outputs. DeepFlare hereby assigns, and agrees to assign, to Customer all right, title, and interest in any Generated Outputs to the extent any such rights may vest in DeepFlare by operation of law.
4.3 Limited License to DeepFlare. Customer grants DeepFlare a limited, non-exclusive, non-transferable, revocable license to access, use, and process Customer Data and Generated Outputs solely to the extent necessary to provide the Services, perform its obligations under this Agreement, and comply with applicable law. This license terminates upon expiration or termination of this Agreement, subject to Section 13.5 (Data Export Period).
4.4 No Aggregation or Derivative Use. DeepFlare shall not aggregate Customer Data or Generated Outputs with data from other customers, nor create any derivative works from Customer Data or Generated Outputs, except as expressly authorized in writing by Customer.
5. No Training Clause
5.1 Prohibition on Model Training. DeepFlare shall not use Customer Data or Generated Outputs, in whole or in part, for the purpose of training, fine-tuning, validating, evaluating, or otherwise improving any machine learning model, artificial intelligence system, algorithm, or computational method, whether owned by DeepFlare or any third party.
5.2 Prohibition on Benchmarking. DeepFlare shall not use Customer Data or Generated Outputs for internal benchmarking, research, product development, or any purpose other than the direct provision of Services to Customer under this Agreement, unless expressly authorized in writing by Customer.
5.3 Third-Party AI Services. To the extent the Platform utilizes third-party machine learning models or AI services in the delivery of Services, DeepFlare shall ensure through contractual and technical measures that Customer Data and Generated Outputs are not used by such third parties for model training or improvement. DeepFlare shall maintain a current list of third-party AI services utilized in the Platform and shall make such list available to Customer upon request.
5.4 Usage Data Exception. Notwithstanding the foregoing, DeepFlare may collect and use Usage Data (as defined in Section 1.16) for the purpose of maintaining, improving, and optimizing Platform performance and reliability. Usage Data shall not contain, and cannot be used to reconstruct, any Customer Data or Generated Outputs.
5.5 Audit Rights. Upon reasonable written request and no more than once per calendar year, Customer may audit or appoint a qualified independent third-party auditor to verify DeepFlare's compliance with this Section 5. DeepFlare shall cooperate with such audit and provide reasonable access to relevant records and personnel, subject to reasonable confidentiality protections.
6. License Grant and Intellectual Property
6.1 License to Customer. Subject to Customer's compliance with this Agreement and payment of all applicable fees, DeepFlare grants Customer a non-exclusive, non-transferable, non-sublicensable license during the Subscription Term to access and use the Platform and Services in accordance with the Documentation and the applicable Order Form.
6.2 DeepFlare Platform IP. As between the Parties, DeepFlare retains all right, title, and interest, including all Intellectual Property Rights, in and to the Platform, the Services, the Documentation, and all underlying technology, software, algorithms, models, methods, interfaces, and know-how. Nothing in this Agreement shall be construed as transferring any ownership rights in DeepFlare's Intellectual Property to Customer.
6.3 Restrictions. Customer shall not, and shall not permit any Authorized User or third party to:
(a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or models underlying the Platform;
(b) modify, adapt, translate, or create derivative works based on the Platform;
(c) sublicense, resell, rent, lease, or otherwise make the Platform available to any third party, except to Authorized Users;
(d) remove, obscure, or alter any proprietary notices or labels on the Platform;
(e) use the Platform to develop a competing product or service;
(f) circumvent or disable any security, access control, or usage limitation features of the Platform.
6.4 Feedback. If Customer provides suggestions, ideas, or feedback regarding the Platform ("Feedback"), DeepFlare may use such Feedback without restriction or obligation. Customer hereby assigns to DeepFlare all right, title, and interest in such Feedback. For the avoidance of doubt, Feedback does not include Customer Data or Generated Outputs.
7. Acceptable Use Policy
7.1 General Obligations. Customer shall use the Platform only for lawful purposes and in accordance with this Agreement, the Documentation, and all applicable laws and regulations.
7.2 Prohibited Uses. Customer shall not use the Platform, directly or indirectly, for:
(a) Biological Weapons and Dual-Use Concerns. The design, development, production, stockpiling, or use of biological weapons, chemical weapons, or any agents intended for use as weapons;
(b) Bioterrorism. Any activity that constitutes or facilitates bioterrorism, as defined by applicable law;
(c) Harmful Pathogens. The deliberate engineering or enhancement of pathogenicity, transmissibility, or immune evasion of any organism or biological agent, except where such work is conducted under appropriate institutional biosafety oversight and in compliance with all applicable regulations;
(d) Export Control Violations. Any activity that would violate applicable export control laws and regulations;
(e) Human Rights Violations. Any activity that would facilitate human rights abuses;
(f) Circumventing Ethical Oversight. Any attempt to use the Platform to circumvent institutional review board (IRB), institutional biosafety committee (IBC), or equivalent ethical oversight requirements.
7.3 Sequence Screening. Customer acknowledges and agrees that:
(a) Customer is solely responsible for screening all protein sequences and designs before any physical synthesis, expression, or experimental use;
(b) Customer shall maintain and follow sequence screening protocols consistent with the International Gene Synthesis Consortium (IGSC) Harmonized Screening Protocol or equivalent standards;
(c) DeepFlare may, but is not obligated to, implement automated screening measures within the Platform. Any such screening does not relieve Customer of its independent screening obligations.
7.4 Compliance Certification. DeepFlare may request that Customer provide a written certification of compliance with this Section 7 no more than once per calendar year. Customer shall respond within thirty (30) days.
7.5 Suspension for Violation. DeepFlare reserves the right to immediately suspend Customer's access to the Platform if DeepFlare reasonably believes that Customer is in material violation of this Section 7.
8. Fees and Payment
8.1 Fees. Customer shall pay the fees specified in the applicable Order Form. All fees are quoted and payable in Euros (EUR) unless otherwise specified.
8.2 Invoicing. DeepFlare shall issue invoices in accordance with the schedule set forth in the applicable Order Form. Unless otherwise specified, invoices shall be issued quarterly in advance.
8.3 Payment Terms. All invoices are due and payable within thirty (30) days of the invoice date (NET-30). Payment shall be made by bank transfer to the account specified on the invoice.
8.4 Late Payment. Overdue amounts shall bear interest at the applicable statutory rate under the Polish Act on Combating Excessive Delays in Commercial Transactions or, if lower, the maximum rate permitted by applicable law.
8.5 Taxes. All fees are exclusive of taxes. Customer shall be responsible for all applicable taxes, duties, and levies arising from this Agreement, excluding taxes based on DeepFlare's net income.
8.6 Fee Adjustments. DeepFlare may adjust fees upon renewal of the Subscription Term by providing at least sixty (60) days' written notice prior to the start of the renewal term.
8.7 Disputes. If Customer disputes any portion of an invoice in good faith, Customer shall pay the undisputed portion by the due date and provide written notice of the dispute with reasonable supporting detail within fifteen (15) days of receipt of the invoice. The Parties shall work in good faith to resolve any billing disputes within thirty (30) days.
9. Service Level Agreement
9.1 Uptime Target. DeepFlare shall use commercially reasonable efforts to maintain Platform availability of at least 99.5% measured on a monthly basis, excluding Planned Maintenance Windows and Force Majeure Events.
9.2 Availability Calculation. Monthly availability is calculated as:
((Total Minutes in Month - Unplanned Downtime Minutes) / Total Minutes in Month) x 100
9.3 Planned Maintenance. DeepFlare shall schedule routine maintenance during off-peak hours (Saturday 02:00–06:00 CET/CEST) and shall provide at least seventy-two (72) hours' advance written notice.
9.4 SLA Exclusions. The uptime target does not apply to unavailability caused by: (a) Customer's equipment or network; (b) Customer's misuse of the Platform; (c) Force Majeure Events; (d) third-party services outside DeepFlare's reasonable control; or (e) features designated as beta or experimental.
10. Limitation of Liability
10.1 Cap on Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO DEEPFLARE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
10.2 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY.
10.3 Exceptions to Limitations. The limitations set forth in Sections 10.1 and 10.2 shall not apply to:
(a) a Party's breach of its confidentiality obligations under Section 12;
(b) DeepFlare's breach of its data protection obligations under Section 14 or the DPA;
(c) DeepFlare's breach of the No Training Clause under Section 5;
(d) a Party's indemnification obligations under Section 11;
(e) Customer's breach of the Acceptable Use Policy under Section 7;
(f) liability that cannot be limited or excluded under applicable law, including liability for willful misconduct or gross negligence.
10.4 Allocation of Risk. Customer acknowledges that the fees charged by DeepFlare reflect the allocation of risk set forth in this Section 10 and that DeepFlare would not enter into this Agreement without these limitations.
11. Indemnification
11.1 Indemnification by DeepFlare. DeepFlare shall defend, indemnify, and hold harmless Customer from and against any third-party claims arising out of or relating to:
(a) any allegation that the Platform infringes or misappropriates any third-party Intellectual Property Rights;
(b) DeepFlare's breach of its data protection obligations under Section 14 or the DPA;
(c) DeepFlare's gross negligence or willful misconduct in the performance of its obligations.
11.2 Indemnification by Customer. Customer shall defend, indemnify, and hold harmless DeepFlare from and against any third-party claims arising out of or relating to:
(a) Customer Data or Customer's use of Generated Outputs, including any IP infringement allegations;
(b) Customer's breach of the Acceptable Use Policy under Section 7;
(c) Customer's use of Generated Outputs in a manner that violates applicable law;
(d) Customer's gross negligence or willful misconduct.
11.3 Indemnification Procedure. The indemnified Party shall: (a) provide prompt written notice of any claim; (b) grant the indemnifying Party sole control of the defense and settlement; and (c) provide reasonable cooperation and assistance at the indemnifying Party's expense.
11.4 IP Infringement Remedy. If the Platform becomes the subject of an infringement claim, DeepFlare may, at its option: (a) procure the right for Customer to continue using the Platform; (b) modify the Platform to make it non-infringing; or (c) terminate the affected Services and refund any prepaid fees for the unused portion of the Subscription Term.
12. Confidentiality
12.1 Obligations. Each Party shall hold the other Party's Confidential Information in strict confidence and use it only for performing its obligations under this Agreement.
12.2 Standard of Care. Each Party shall protect the other Party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable standard of care.
12.3 Permitted Disclosures. A Party may disclose the other Party's Confidential Information to its employees, officers, directors, contractors, and professional advisors who have a need to know, provided that such recipients are bound by confidentiality obligations at least as protective as those set forth herein.
12.4 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving Party; (b) was known to the receiving Party prior to disclosure; (c) is independently developed without use of the disclosing Party's information; or (d) is rightfully received from a third party.
12.5 Compelled Disclosure. If a Party is compelled by law to disclose Confidential Information, it shall, to the extent legally permitted, provide prompt written notice and cooperate with reasonable efforts to obtain a protective order.
12.6 Return or Destruction. Upon expiration or termination, each Party shall return or destroy all Confidential Information and certify such action in writing.
12.7 Survival. The obligations under this Section 12 shall survive termination for five (5) years, except for trade secrets, which remain protected as long as they retain trade secret status.
13. Term and Termination
13.1 Subscription Term. The initial Subscription Term shall be as specified in the applicable Order Form. Unless otherwise specified, the initial term shall be twelve (12) months.
13.2 Renewal. Unless either Party provides written notice of non-renewal at least ninety (90) days prior to expiration, the Subscription Term shall automatically renew for successive twelve (12) month periods.
13.3 Termination for Cause. Either Party may terminate this Agreement by written notice if:
(a) the other Party commits a material breach and fails to cure within thirty (30) days after receiving written notice;
(b) the other Party becomes insolvent, files for bankruptcy, or has a receiver appointed;
(c) the other Party is in material violation of applicable law in connection with this Agreement.
13.4 Termination for Acceptable Use Violations. DeepFlare may terminate this Agreement immediately if Customer is in material violation of Section 7 and the violation poses an imminent threat to public safety, biosecurity, or legal compliance.
13.5 Data Export Period. Upon expiration or termination, DeepFlare shall make Customer Data and Generated Outputs available for download for sixty (60) days in a standard, machine-readable format. After this period, all Customer data shall be deleted within thirty (30) days.
13.6 Survival. Sections 1, 4, 5, 10, 11, 12, 13.5, 13.6, 14, 15, and 17 shall survive expiration or termination.
13.7 Effect of Termination. Upon termination: (a) all licenses granted to Customer terminate; (b) Customer shall cease all use of the Platform; (c) each Party shall fulfill its confidentiality obligations; and (d) DeepFlare shall issue a final invoice.
14. Data Processing and GDPR Compliance
14.1 Data Processing Agreement. To the extent that DeepFlare processes personal data on behalf of Customer, the Parties shall enter into a Data Processing Agreement ("DPA") that complies with the GDPR and applicable national legislation.
14.2 Roles. Customer shall act as the data controller and DeepFlare as the data processor (or sub-processor, as applicable).
14.3 Data Localization. Unless otherwise specified, all Customer Data shall be processed and stored within the European Economic Area (EEA). Any transfer outside the EEA shall comply with Chapter V of the GDPR.
14.4 Security Measures. DeepFlare shall implement and maintain appropriate technical and organizational measures to protect Customer Data against unauthorized access, loss, destruction, or alteration.
15. Governing Law and Dispute Resolution
15.1 Governing Law. This Agreement shall be governed by the laws of the Republic of Poland, without regard to conflict of laws principles. The CISG is expressly excluded.
15.2 Amicable Resolution. The Parties shall attempt in good faith to resolve any dispute through negotiation within thirty (30) days.
15.3 Arbitration. If negotiation fails, the dispute shall be settled by arbitration administered by the Court of Arbitration at the Polish Chamber of Commerce.
(a) The seat of arbitration shall be Warsaw, Poland.
(b) The arbitral tribunal shall consist of three (3) arbitrators, unless the Parties agree to a sole arbitrator.
(c) The language of arbitration shall be English.
(d) The arbitral award shall be final and binding.
15.4 Injunctive Relief. Either Party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm.
16. Force Majeure
16.1 Definition. "Force Majeure Event" means any event beyond a Party's reasonable control, including acts of God, natural disasters, epidemics, pandemics, war, terrorism, civil unrest, government sanctions, changes in law, failure of third-party infrastructure, and cyberattacks that could not reasonably have been prevented.
16.2 Effect. Neither Party shall be liable for delay or failure to perform (other than payment obligations) to the extent caused by a Force Majeure Event.
16.3 Extended Force Majeure. If a Force Majeure Event continues for more than sixty (60) consecutive days, either Party may terminate this Agreement upon thirty (30) days' written notice, and DeepFlare shall refund any prepaid fees for Services not yet rendered.
17. General Provisions
17.1 Entire Agreement. This Agreement, together with all Order Forms, the DPA, and any incorporated documents, constitutes the entire agreement between the Parties.
17.2 Amendments. No amendment shall be effective unless made in writing and signed by authorized representatives of both Parties. DeepFlare may update these Terms from time to time; material changes shall be notified at least sixty (60) days in advance.
17.3 Severability. If any provision is held invalid, it shall be modified to the minimum extent necessary, or if not possible, severed. The remaining provisions continue in full force.
17.4 Waiver. No failure or delay in exercising any right shall constitute a waiver thereof. Any waiver must be in writing.
17.5 Assignment. Neither Party may assign this Agreement without the other Party's written consent, except in connection with a merger, acquisition, or sale of substantially all assets.
17.6 Notices. All notices shall be in writing and deemed delivered upon personal delivery, confirmed receipt by registered mail, or confirmed receipt by email (with a follow-up copy by registered mail within three business days).
17.7 Relationship of the Parties. The Parties are independent contractors. Nothing herein creates a partnership, joint venture, employment, or agency relationship.
17.8 Third-Party Beneficiaries. This Agreement is solely for the benefit of the Parties and their permitted successors and assigns.
17.9 Headings. Section headings are for convenience only and shall not affect interpretation.
17.10 Counterparts. This Agreement may be executed in counterparts. Electronic signatures shall have the same legal effect as original signatures.
17.11 Language. This Agreement is executed in English. In the event of any conflict with a translation, the English version shall prevail.
Schedule A — Contact Information
DeepFlare sp. z o.o. National Court Register (KRS): 846289 Poland
DeepFlare sp. z o.o. — Computational Protein Engineering for Therapeutic Discovery
Copyright Deepflare® 2026. All rights reserved.
